AMENDMENT
(“Amendment”) made to the Employment Agreement dated as
of the Effective Date (the “Employment Agreement”), by
and between Wyndham Worldwide Corporation, a Delaware corporation
(the “Company”), and Stephen P. Holmes (the
“Executive”). Except as provided herein all terms and
conditions set forth in the Employment Agreement shall remain in
full force and effect.
WHEREAS ,
the Company and the Executive have previously entered into the
Employment Agreement; and
WHEREAS ,
the Company and the Executive desire to amend the Employment
Agreement in a manner intended to address Section 409A of the
Internal Revenue Code of 1986, as amended (the
“Code”).
NOW,
THEREFORE , effective as of December 31, 2008, the
Employment Agreement is hereby amended as follows:
1. The last
sentence of Section IV(e) of the Employment Agreement is
hereby amended in its entirety as follows:
“Notwithstanding the foregoing, the
Company may meet any of its foregoing obligations under the
Post-Employment Plans by paying for, or providing for the payment
of, such benefits directly to the Executive, which payment shall be
made to the Executive the month following the month the benefit is
provided, or through alternative plans or individual policies which
are no less favorable in all material respects (with respect to
both coverage and cost to the Executive) to the Post-Employment
Plans.”
2. Section V
of the Employment Agreement is hereby amended by adding the
following sentence to the end thereof:
“The
Company shall reimburse all taxable business expenses to the
Executive on or before the last day of the Executive’s
taxable year following the taxable year in which the expenses are
incurred.”
3. Section VI
of the Employment Agreement is hereby amended by adding the
following sentence to the end thereof:
“For
purposes of this Section VI, any Base Salary earned but unpaid
as of the date of such termination shall be paid in accordance with
the terms set forth in Section IV(a), and any Annual Bonus
earned but
unpaid as of
the date of such termination shall be paid in accordance with the
terms set forth in Section IV(b).”
4. Section VII(d)
of the Employment Agreement is hereby amended in its entirety as
follows:
“(d)
Conditions to Payment and Acceleration . In the event of a
termination under this Section VII, any Base Salary earned but
unpaid as of the date of such termination shall be paid in
accordance with Section IV(a), and any Annual Bonus earned but
unpaid as of the date of such termination shall be paid in
accordance with Section IV(d). All payments due to the Executive
under Section VII(a)(i) shall be made to the Executive in a
lump sum no later than the 60 th day following the date of termination;
provided , however , that such payment shall be
subject to, and contingent upon, the execution by the Executive (or
his beneficiary or estate) of a release of claims against the
Company and its affiliates in such reasonable form determined by
the Company in its sole discretion. The payments due to the
Executive under this Section VII shall be in lieu of any other
severance benefits otherwise payable to the Executive under any
severance plan of the Company or its affiliates.”
5. Section X
of the Employment Agreement is hereby amended by adding the
following sentence to the end thereof:
“Notwithstanding any other provision of
this Agreement, all Gross-Up Payments under this Section X
shall be made to the Executive no later than by the end of the
Executive’s taxable year following the Executive’s
taxable year in which the Executive remits the applicable
taxes.”
6. The last
sentence of Section XIV is hereby amended in its entirety as
follows:
“Failure
of the Company to obtain such agre
